0001140361-13-012991 Sample Contracts

Warrant Agreement Dated as of January 14, 2013
Warrant Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances) • California

WARRANT AGREEMENT, (this “Agreement”) dated as of January 14, 2013, by BioTime, Inc., a California corporation (the “Company”), for the benefit of each registered holder of a Warrant described herein (a “Holder”).

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AMENDMENT OF STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances)

ALAMEDA, Calif., March 7, 2013 - BioTime, Inc. (NYSE MKT: BTX) today announced it has amended its $5 million Stock and Warrant Purchase Agreement with Romulus Films, Ltd., originally signed on January 4, 2013. Through the amendment, BioTime and Romulus have agreed to accelerate the closing date for the $3 million second tranche of the $5 million financing. The first $2 million tranche under the agreement was funded in January 2013. The second tranche was originally intended to close later this year concurrent with the closing of the acquisition of certain stem cell assets by BioTime’s subsidiary BioTime Acquisition Corporation (BAC) pursuant to an Asset Contribution Agreement among BioTime, BAC, and Geron Corporation. Under the amendment, the remaining $3 million investment in BioTime will be funded on April 10, 2013. Romulus has also committed to invest $5 million in BAC in conjunction with the consummation of the stem cell asset acquisition, which is expected to occur later this year

SECOND AMENDMENT OF SHARE EXCHANGE AND CONTRIBUTION AGREEMENT
Share Exchange and Contribution Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances)

This Second Amendment is entered into as of November 30, 2012 and amends that certain Share Exchange and Contribution Agreement, as previously amended (the Agreement), among LifeMap Sciences, Inc., a California corporation (the Company) and Alfred D. Kingsley and Greenway Partners, L.P. (collectively, Investor).

STOCK AND WARRANT PURCHASE AGREEMENT BIOTIME ACQUISITION CORPORATION 2,136,000 Shares of Series B Common Stock and 350,000 Common Stock Purchase Warrants Total Purchase Price $5,000,000 READ THIS AGREEMENT CAREFULLY BEFORE YOU INVEST
Stock and Warrant Purchase Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances) • Delaware

This Agreement is entered into by Romulus Films Ltd. (“Purchaser”) and BioTime Acquisition Corporation, a Delaware corporation (the “Company).

STOCK AND WARRANT PURCHASE AGREEMENT BIOTIME, INC. 1,350,000 Units Each Unit Consisting of One Common Share and
Stock and Warrant Purchase Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances) • California

The Units (each consisting of one common share, no par value (“Share”), and 0.48148 of a Common Share Purchase Warrant (“Warrant”)) and the common shares issuable upon the exercise of the Warrants (“Warrant Shares”) have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered for sale, sold, transferred, pledged or hypothecated to any person, and the Warrants may not be exercised, in the absence of an effective registration statement covering such securities (or an exemption from such registration) and an opinion of counsel satisfactory to BioTime, Inc. to the effect that such transfer complies with applicable securities laws.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances) • California

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of January 7, 2013 (the "Effective Date") by and between BioTime, Inc., a California corporation having its principal place of business at 1301 Harbor Bay Parkway, Alameda, CA 94502 (the "Company") and David D. Bohannon Organization, a California corporation having an office at 60 Hillsdale Mall, San Mateo, CA 94403-3497 (the "Acquirer").

LEASE
Lease • March 18th, 2013 • Biotime Inc • Biological products, (no disgnostic substances)

THIS LEASE is made this 7 day of January, 2013 (the “Effective Date”), between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as "Landlord," and BIOTIME, a California corporation, herein referred to as "Tenant".

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